Notices

Description

Focuses on both the state corporate and federal securities law aspects of negotiated and hostile
transactions resulting in a change of corporate control, including merger transactions, contested
proxy solicitations, tender offers (both third party and issuer), and going private transactions.
Examines the federal regulatory requirements governing disclosure of large ownership positions,
as well as the corresponding tactical and strategic considerations associated with structuring
domestic business combinations. The Seminar also examines the fiduciary duties of the board of
directors when considering a change of control transaction, including the adoption of defensive
provisions to protect the corporate enterprise.

No paper is required or expected, and the Seminar will not fulfill a student's legal writing
requirement.

Prerequisites: Corporations and Securities Regulation

Textbooks and Other Materials

The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check to determine if books are currently available for purchase online.

1. Either (a) Coffee & Seligman, Selected Statutes, Rules and Forms under the
Federal Securities Laws, 2015 Edition, Foundation Press (or 2016 Edition, if
available) ("C&S"); or (b) any other current compilation of the Securities Act of
1933, the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder. Note: Whatever securities law compilation you use
must contain SEC Regulation M-A.

2. The course materials uploaded by the Law School, with copies available through
the Faculty Secretariat.